2015-11-13T13:08:54-06:00 2014-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2014-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET NO 400 DETROIT MI 48207 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 3133245900 2015-11-13 1 LORI BOYCE P00121981 3133963000 2014 2016-04-25 22:37:26Z ROBERT NAFTALY 200 WALKER STREET NO 400 DETROIT MI 48207 118834955469 0 X N/A X 2008 MI A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ("VEBA") ORGANIZED TO FUND OBLIGATIONS FOR POST-RETIREMENT MEDICAL BENEFITS FOR AUTO UAW RETIREES AND THEIR DEPENDENTS. 11 10 112 0 0 23552266 0 0 754015941 691859067 2974730151 9166085042 21830999 32778680 3750577091 9890722789 0 0 3851178710 3840747975 16014618 17598822 0 0 0 342573211 450758612 4209766539 4309105409 -459189448 5581617380 63171450694 62942250299 2341717509 3034795134 60829733185 59907455165 X A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ORGANIZED TO HOLD, INVEST AND ADMINISTER FUNDS FOR POST-RETIREMENT MEDICAL BENEFITS. THE PRIMARY MISSION OF THE RMBT IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS' MEMBERS. 0 0 4309105409 691859067 THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST") PROVIDES HEALTH CARE BENEFITS TO ELIGIBLE CURRENT AND FUTURE UAW RETIREES FROM GENERAL MOTORS, FORD, AND CHRYSLER (NOW KNOWN AS FCA US LLC), ALONG WITH THEIR ELIGIBLE DEPENDENTS. THE TRUST IS AN INDEPENDENT ENTITY AND IS NOT GOVERNED BY, OR A PART OF, THE UAW OR THE AUTO COMPANIES. THIS ARRANGEMENT WAS ESTABLISHED THROUGH A PROVISION IN THE 2007 COLLECTIVE BARGAINING AGREEMENTS BETWEEN THE UAW AND THE THREE AUTO COMPANIES. UNDER THESE AGREEMENTS, ALL OF THE RETIREE HEALTH CARE LIABILITIES WERE TRANSFERRED TO A NEW AND INDEPENDENT VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION (VEBA). THE FEDERAL COURTS APPROVED THESE AGREEMENTS IN A SERIES OF CLASS ACTION SETTLEMENTS, AND THE ARRANGEMENTS WERE ALSO APPROVED BY THE BANKRUPTCY COURTS IN THE GENERAL MOTORS AND CHRYSLER CHAPTER 11 BANKRUPTCY PROCEEDINGS DURING 2009. THE TRUST IS GOVERNED BY AN 11-PERSON COMMITTEE COMPRISED OF FIVE INDEPENDENT MEMBERS AND FIVE INDEPENDENT MEMBERS APPOINTED BY THE UAW. ADDITIONAL SUBCOMMITTEES OF THE COMMITTEE EXIST FOR PLAN ADMINISTRATION, INVESTMENT, AND AUDIT. ALL COMMITTEE MEMBERS AND TRUST STAFF ADHERE TO A STRICT CODE OF ETHICS.THE PURPOSE OF THE TRUST IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS MEMBERS. SEPARATE TRUST ACCOUNTS ARE MAINTAINED FOR EACH AUTO PLAN (GM, FORD, AND CHRYSLER) FROM WHICH BENEFITS ARE PAID. WHEN THE TRUST LAUNCHED IN JANUARY 2010, IT BECAME THE LARGEST NON-GOVERNMENTAL PURCHASER OF RETIREE HEALTH CARE IN THE UNITED STATES, PROVIDING HEALTH CARE BENEFITS TO MORE THAN 860,000 PERSONS. IN 2014, THE TRUST PROVIDED COVERAGE FOR APPROXIMATELY 747,000 MEMBERS.THE TRUST CONTINUES TO SERVE ITS MISSION OF PROVIDING HEALTH CARE BENEFITS TO RETIREES AND REVIEWS THE BENEFIT DESIGN EACH YEAR TO MAKE ANY ADJUSTMENTS THAT ARE NECESSARY. IN 2014, THE TRUST PAID MORE THAN $3.8 BILLION IN INDIVIDUAL HEALTH CARE CLAIMS, PREMIUMS, AND FILLING OVER 16 MILLION PRESCRIPTIONS FOR MEMBERS DURING THE PLAN YEAR. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 294,000 CALLS IN 2014. FOR 2014, THE TRUST MEMBER BENEFITS EXPERIENCED MODEST CHANGES IN COST SHARE LEVELS WHILE AVOIDING INCREASES TO MONTHLY CONTRIBUTIONS, COINSURANCE AND COPAYS FOR OFFICE VISITS, URGENT CARE AND GENERIC PRESCRIPTION MEDICATIONS. THE TRUST ALSO MADE MODIFICATIONS TO SHINGLES VACCINATION COVERAGE TO MAKE THE VACCINE WIDELY ACCESSIBLE FOR MEMBERS. THE VACCINATION WAS ADDED TO THE PHARMACY BENEFIT COVERAGE IN ADDITION TO THE MEDICAL BENEFIT TO REMOVE ACCESS BARRIERS RELATIVE TO SITE OF CARE.A CHOICE OF MEDICAL PLAN OPTIONS IS HIGHLY VALUED BY TRUST MEMBERS. MEDICARE ADVANTAGE PPO PLANS WERE RETAINED IN ALL STATES PREVIOUSLY OFFERED AND NEWLY INTRODUCED IN MICHIGAN. MEDICARE MEMBERS IN 30 STATES NOW HAVE THE OPPORTUNITY TO SELECT A MEDICARE ADVANTAGE PPO PLAN, OFFERING ENHANCED COORDINATION WITH MEDICARE WHILE PROVIDING ADDITIONAL BENEFITS AT A LOWER COST COMPARED TO TRADITIONAL OFFERINGS. THESE PLANS HAVE RECEIVED HIGH SATISFACTION AND RETENTION AMONG MEMBERS WHO HAVE ENROLLED. THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST MAINTAINS ROBUST COMMUNICATION WITH MEMBERSHIP IN ORDER TO OPERATE IN A TRANSPARENT FASHION. THE GOAL IS TO KEEP THE TRUST'S BENEFICIARIES FULLY INFORMED ON THE TRUST ACTIVITIES, AS WELL AS THE BENEFITS PROVIDED BY THE TRUST. THE TRUST CONDUCTED TWO MEMBER RESEARCH PROJECTS TO GAIN INSIGHT OF MEMBER UNDERSTANDING, AWARENESS AND PERCEPTIONS RELATIVE TO THE TRUST, BENEFITS OFFERED AND FACTORS THAT INFLUENCE PLAN SELECTION. THE RESEARCH HAS HELPED ENHANCE THE CLARITY AND READABILITY OF TRUST COMMUNICATIONS AND PRESENTED OPPORTUNITIES TO FURTHER EDUCATE MEMBERS ON A WIDE RANGE OF HEALTH TOPICS. PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO NEARLY 500,000 CONTRACT HOLDER PARTICIPANTS ON TWO (2) OCCASIONS DURING 2014. THESE MAILINGS UPDATED THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, AND PROVIDED INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. THE TRUST IDENTIFIED NEARLY 172,000 MEMBERS WITH SPECIFIC GAPS IN CARE AND SENT TARGETED OUTREACH LETTERS TO ENCOURAGE MEMBERS TO TAKE SPECIFIC PREVENTIVE MEASURES TO IMPROVE THEIR HEALTH STATUS OR HELP MANAGE THEIR CONDITION. IN ADDITION, THE TRUST'S PARTNERS COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2014 REGARDING BENEFITS, PREVENTION, CHRONIC CONDITIONS AND DISEASE MANAGEMENT WHERE APPROPRIATE. THE TRUST CONTINUES TO LEVERAGE COMMUNICATION FORMATS TO COMPLEMENT MAILINGS, INCLUDING THE TRUST-BRANDED WEBSITE (WWW.UAWTRUST.ORG), VIDEOS, AND PRESENTATIONS AT RETIREE MEETINGS THROUGHOUT THE COUNTRY. THE TRUST AND ASSOCIATED PARTNERS CONDUCTED PRESENTATIONS AT 767 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 100,000 MEMBERS. IN ADDITION TO BENEFIT INFORMATION, SENIOR-CENTRIC HEALTH/WELLNESS INFORMATION SUCH AS MANAGING CHRONIC CONDITIONS, PREVENTIVE VACCINATIONS (FLU, SHINGLES AND PNEUMONIA) AND BLOOD PRESSURE SCREENINGS WERE PROVIDED AT SEVERAL LOCATIONS. EFFECTIVE JANUARY 1, 2013, THE TRUST ENROLLED ITS MEDICARE PARTICIPANTS IN A MEDICARE PRESCRIPTION DRUG EMPLOYER GROUP WAIVER PLAN (EGWP), PLUS SUPPLEMENTAL WRAP PROGRAM. EGWP IS A FEDERAL SUBSIDY PROGRAM UNDER THE MEDICARE PART D PROGRAM. THE PLAN IS ELIGIBLE FOR EGWP SINCE IT PROVIDES PRESCRIPTION DRUG COVERAGE TO RETIREES, SURVIVING SPOUSES, AND THEIR DEPENDENTS THAT ARE MEDICARE ELIGIBLE PARTICIPANTS. 4309105409 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 1 1 1 0 1 X 70 0 1 112 1 1 1 1 BR CI CH CO EZ DA EG GR HU IN ID IS JA MY MO NI PE RP PL RS KS TW TH TU AE UK 0 0 0 0 X 11 10 1 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AZ CA FL IN MI NY NC X MARY BETH KUDERIK 3133245900 200 WALKER STREET SUITE 400 DETROIT MI 48207 X ROBERT NAFTALY COMMITTEE CHAIR 4.00 X 60172 0 0 JOE ASHTON COMMITTEE MEMBER 2.00 X 8550 0 0 ADAM BLUMENTHAL COMMITTEE MEMBER 4.00 X 54732 0 0 CINDY ESTRADA - BEG 062014 COMMITTEE MEMBER 2.00 X 0 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 2.00 X 63384 0 0 GENERAL HOLIEFIELD - END 62014 COMMITTEE MEMBER 2.00 X 0 0 0 NORWOOD JEWELL - BEG 062014 COMMITTEE MEMBER 2.00 X 0 0 0 ROBERT KING - END 062014 COMMITTEE MEMBER 2.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 2.00 X 53488 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 X 53024 0 0 JAMES SETTLES COMMITTEE MEMBER 2.00 X 0 0 0 DENNIS WILLIAMS COMMITTEE MEMBER 2.00 X 0 0 0 DOUGLAS WOLL COMMITTEE MEMBER 2.00 X 48119 0 0 STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE 2.00 X 0 0 0 KENNETH FRIER - END 91514 CHIEF INVESTMENT OFFICER 60.00 X 1002028 0 21458 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 X 386567 0 30075 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 X 419499 0 29119 AVTAR VASU - BEG 91614 INTERIM CIO 60.00 X 781378 0 492338 JAMES CHERUNDOLO DIRECTOR, CARRIER MGMT AND STRATEGY 60.00 X 195612 0 23529 LINDA DENOMME GENERAL COUNSEL 60.00 1.00 X 208249 0 23468 GARON MEIKLE CONTROLLER 60.00 1.00 X 206377 0 32662 SCOTT LUPKAS MANAGING DIRECTOR 60.00 X 593842 0 396643 BENJAMIN COTTON MANAGING DIRECTOR 60.00 X 489878 0 271260 FRANCOIS GAGNON SR MANAGING DIRECTOR 60.00 X 350324 0 397657 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 60.00 1.00 X 349476 0 34321 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 60.00 X 293510 0 207616 5618209 0 1960146 45 0 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 131934842 EXPRESS SCRIPTS 3585 ATLANTA AVENUE HAPEVILE GA 30354 CLAIMS ADMINISTRATION 38060731 BROCK FIDUCIARY SERVICES LLC 622 THIRD AVENUE FLOOR 12 NEW YORK NY 10017 FIDUCARY SERVICES 28064632 DELTA DENTAL OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 11286318 AON HEWITT (FKA HEWITT & ASSOCIATES L PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 10940274 74 EGWP FEDERAL SUBSIDY 525100 569015853 569015853 PARTICIPANT CONTRIBUTI 525100 122843214 122843214 691859067 1567584633 1567584633 116542732289 800 108944232680 0 7598499609 800 7598500409 7598500409 OTHER INV. INCOME 525100 32778680 32778680 32778680 9890722789 691859067 0 9198863722 3840747975 3541179 11440317 664178 1114526 838622 3973681 2853848 133675694 237895895 680315 1583384 782834 542507 78323 1076005 3166929 ACA FEES 29045451 LIQUID INV. FOREIGN TAX 13616070 UBI TAXES 11150250 INVESTMENT FUND EXPENSE 9861259 776167 4309105409 2778360126 6317254074 564835355 529682307 7256342 501104520 3386052 3498970 6118740 2339483 3123675 3779257 23064115277 38419522139 35928437606 15538496601 821936261 1628912431 63171450694 62942250299 322912422 276587218 238089 245447 2018566998 2757962469 2341717509 3034795134 X 0 0 0 0 60829733185 59907455165 60829733185 59907455165 63171450694 62942250299 5581617380 -6503895400 0 X 0 1 X 1 0 423095 189481 233614 42462 18347 24115 5653183 2131655 3521528 3779257 GENERAL MOTORS COMPANY COMMON STOCK 4892636500 F HEDGE FUNDS 3803134214 F LIQUID ASSET PARTNERS 4336020975 F REAL ASSETS 353781514 F REAL ESTATE 856855646 F PRIVATE EQUITY 1225700354 F INVESTMENT IN FOREIGN HOLDING COMPANIES 70367398 F 15538496601 ADVANCED CONTRIBUTIONS AND ALLOWANCE CREDITS 104166 PAYABLE TO BROKER FOR SECURITIES PURCHASED 2577115415 OBLIGATIONS UNDER SECURITY LENDING 158000000 OTHER INVESTMENT PAYABLE 2609891 ACA FEES PAYABLE 20132997 2757962469 X 3222467696 -6503892599 -164362494 -6668255093 9890722789 0 9890722789 4156031372 -153074037 -153074037 4309105409 0 4309105409 PART X, LINE 2: U.S. GAAP REQUIRE TRUST MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE TRUST AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF THE TRUST HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE U.S. GOVERNMENT AND STATE OF MICHIGAN (OR OTHER STATES APPLICABLE). PART XI, LINE 2D - OTHER ADJUSTMENTS: UK HOLDING COMPANY NET REVENUES -11,111,979. INVESTMENT RELATED EXPENSES -153,249,715. GAIN ON SALE OF ASSETS -800. PART XII, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT RELATED EXPENSES -153,249,715. GAIN ON SALE OF ASSETS -800. UK HOLDING COMPANY EXPENSES 176,478. EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 INVESTMENTS 2019779269 CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 4113959435 EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 0 0 INVESTMENTS 160319057 EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS 41160 0 1 0 0 0 1 6294098921 0 6294098921 1 0 1 1 1 0 X X X X X X 1 0 0 KENNETH FRIER - END 91514 CHIEF INVESTMENT OFFICER 354303 0 500000 0 147725 0 14167 0 7291 0 1023486 0 0 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 383729 0 0 0 2838 0 23000 0 7075 0 416642 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 415143 0 0 0 4356 0 23000 0 6119 0 448618 0 0 0 AVTAR VASU - BEG 91614 INTERIM CIO 420388 0 360000 0 990 0 485659 0 6679 0 1273716 0 0 0 JAMES CHERUNDOLO DIRECTOR, CARRIER MGMT AND STRATEGY 176590 0 0 0 19022 0 9991 0 13538 0 219141 0 0 0 LINDA DENOMME GENERAL COUNSEL 207327 0 0 0 922 0 23000 0 468 0 231717 0 0 0 GARON MEIKLE CONTROLLER 205996 0 0 0 381 0 17500 0 15162 0 239039 0 0 0 SCOTT LUPKAS MANAGING DIRECTOR 333182 0 260000 0 660 0 380026 0 16617 0 990485 0 0 0 BENJAMIN COTTON MANAGING DIRECTOR 301291 0 187687 0 900 0 255911 0 15349 0 761138 0 0 0 FRANCOIS GAGNON SR MANAGING DIRECTOR 348806 0 0 0 1518 0 381040 0 16617 0 747981 0 0 0 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 348816 0 0 0 660 0 17500 0 16821 0 383797 0 0 0 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 247236 0 45500 0 774 0 190999 0 16617 0 501126 0 0 0 PART I, LINE 4A KEN FRIER RECEIVED SEVERANCE PAYMENT OF $145,833 IN 2014. PART II: ELIGIBLE EXECUTIVES PARTICIPATE IN A PROGRAM THAT PROVIDES PERFORMANCE-BASED INCENTIVE. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY DEFERRED PORTION OF THE INCENTIVE. ANY AMOUNT ULTIMATELY PAID TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. THE ORGANIZATION CONTRIBUTED TO UAW RETIREE MEDICAL BENEFITS TRUST INVESTMENT STAFF INCENTIVE COMPENSATION PLAN AND THE FOLLOWING INDIVIDUALS RECEIVED PAYMENT. THIS IS REPORTED AS DEFERRED COMPENSATION ON SCHEDULE J, PART II, COLUMN D: AVTAR VASU - 468,159 SCOTT LUPKAS: 362,526 BENJAMIN COTTON: 243,823 FRANCOIS GAGNON: 381,040 BRIAN GIMOTTY: 183,471 BCBS OF MICHIGAN COMMON DIRECTOR 131934842 CLAIMS ADMINISTRATION 0 FORM 990, SCHEDULE L, PART IV JAMES SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITSTRUST (THE "TRUST"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OFMICHIGAN. FORM 990, PART VI, SECTION A, LINE 2 JIM SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN RMBT TRUSTEES NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, CINDY ESTRADA, AND JOE ASHTON ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). JOE ASHTON, HOWEVER, RETIRED FROM THE UAW IN 2014. FORM 990, PART VI, SECTION A, LINE 7A THE UAW MEMBERS WHO ARE ELECTED TO THE RMBT BOARD SERVE AT THE DISCRETION OF THE UAW INTERNATIONAL PRESIDENT, AND MAY BE REMOVED OR REPLACED, AND A SUCCESSOR DESIGNATED, AT ANY TIME BY WRITTEN NOTICE FROM THE UAW INTERNATIONAL PRESIDENT TO THE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11 A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT COMMITTEE OF THE TRUST FOR THEIR REVIEW. A DRAFT COPY OF FORM 990 IS PROVIDED TO THE MEMBERS OF THE COMMITTEE (I.E. THE GOVERNING BODY OF THE TRUST) FOR REVIEW PRIOR TO FINALIZATION AND FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT CPA FIRM PREPARING THE RETURN IS AVAILABLE FOR THE COMMITTEE MEMBERS TO ASK QUESTIONS. FORM 990, PART VI, SECTION B, LINE 12C THE TRUST'S CONFLICT OF INTEREST POLICY IS APPLIED TO ALL EMPLOYEES AND COMMITTEE MEMBERS, AS WELL AS THEIR IMMEDIATE FAMILY MEMBERS. EACH OF THESE INDIVIDUALS MUST DISCLOSE ALL 5% OR GREATER OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST UPON COMMENCEMENT OF THEIR ROLE, AND TO PROVIDE QUARTERLY UPDATES OF ANY CHANGES IN THEIR DISCLOSURES. FURTHER, BUSINESS MEALS AND EDUCATIONAL CONFERENCES ARE SEVERELY RESTRICTED AND MUST BE DISCLOSED. THE TRUST'S GENERAL COUNSEL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS. FORM 990, PART VI, SECTION B, LINE 15 UPON FORMATION THE UAW RETIREE MEDICAL BENEFITS TRUST ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH MEMBERS OF THE TRUST'S GOVERNING BODY ("THE COMMITTEE") TO ESTABLISH STAFFING NEEDS, JOB REQUIREMENTS, COMPENSATION BENCHMARKS AND SALARY RANGES. THE INDEPENDENT CONSULTANTS INITIALLY WORKED WITH THE COMMITTEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITTEE TO IDENTIFY NECESSARY JOB POSITIONS, DEVELOP AN ORGANIZATION CHART, PREPARE JOB DESCRIPTIONS, ASSIGN PAY GRADE TO EACH POSITION, AND BENCHMARK SALARY SURVEYS FOR VARIOUS JOB POSITIONS. SALARY SURVEYS CONSIDERED HEALTH CARE ORGANIZATIONS, INVESTMENT MANAGEMENT FIRMS, AND OTHER TRUST ORGANIZATIONS. THIS BENCHMARK DATA WAS USED BY THE COMMITTEE TO ESTABLISH AND APPROVE COMPENSATION OFFERED TO THE TRUST'S FIRST CEO, CFO AND CIO, AS WELL AS ESTABLISHING PAY RANGES FOR EACH LOWER PAY GRADE. THE COMMITTEE HAS SINCE BEEN ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. SINCE INCEPTION INDEPENDENT PERIODIC COMPENSATION STUDIES ARE PERFORMED FOR KEY POSITIONS AND FOR NEW HIRES AT HIGHER PAY GRADES. ANNUAL MERIT FUNDING BASED ON INDEPENDENT STUDY FROM A COMPENSATION CONSULTANT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON WRITTEN REQUEST MADE DIRECTLY TO THE ORGANIZATION. FORM 990, PART VIII AND PART IX: FOR PROFIT SUBSIDIARY PRESENTATION: THIS FORM 990 IS FOR THE TRUST THAT ENCOMPASSES THREE PLANS. THE FORM 990 IS REPORTED AT THE TRUST LEVEL AND INCLUDES THE SUM OF THE THREE PLAN FINANCIAL STATEMENTS. PLAN FINANCIAL STATEMENT REPORTING FOR THE CHRYSLER PLAN INCLUDES THE 13 CHRYSLER HOLDCO ENTITIES (SOLD ON JAN. 21, 2014) AS DESCRIBED IN SCHEDULE O AND REPORTED ON SCHEDULE R. ACCORDINGLY, BASED ON THE PLAN REPORTING REQUIREMENTS, CERTAIN ACTIVITIES OF THE HOLDCO LEGAL ENTITIES ALSO APPEAR ON THE FORM 990 OF THE TAXPAYER. PART VII INDEPENDENT FIDUCIARIES HAVE BEEN APPOINTED FOR CHRYSLER GROUP LLC AND GENERAL MOTORS COMPANY. THE INDEPENDENT FIDUCIARIES ARE NOT REQUIRED TO BE REPORTED IN PART VII BUT ARE BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE IN ADMINISTERING THE RMBT INVESTMENTS. PLEASE NOTE THAT CHRYSLTER GROUP LLC WAS TERMINATED ON SALE ON 1/21/2014. THE FOLLOWING EXPLAINS THE ROLE AND RESPONSIBILITIES OF THE INDEPENDENT FIDUCIARY IN MORE DETAIL: PURSUANT TO ARTICLE XI OF THE TRUST AGREEMENT, THE COMMITTEE, IN ITS SOLE DISCRETION, IS INSTRUCTED TO SELECT AND APPOINT INDEPENDENT FIDUCIARIES AS NAMED FIDUCIARY AND INVESTMENT MANAGERS WHO, FROM AND AFTER THE DATE OF THE SETTLEMENT AGREEMENTS WITH EACH OF CHRYSLER GROUP LLC, AND GENERAL MOTORS COMPANY, SHALL HAVE AND EXERCISE ALL DISCRETIONARY POWER AND AUTHORITY OF THE TRUST WITH RESPECT TO THE MANAGEMENT, DISPOSITION AND VOTING OF THE RESPECTIVE SECURITIES CONTRIBUTED BY EACH OF THE AUTOMOTIVE COMPANIES, EXCEPT THAT THE RIGHT TO DESIGNATE OR REPLACE ANY DIRECTOR OF THE CONTRIBUTING AUTOMOTIVE COMPANY SHALL BE EXERCISED BY THE COMMITTEE. PURSUANT TO ITS AUTHORITY UNDER THE TRUST AGREEMENT, THE COMMITTEE HAS DELEGATED TO THE INVESTMENT SUBCOMMITTEE THE AUTHORITY TO RETAIN THE INDEPENDENT FIDUCIARY AND MONITOR THE PERFORMANCE OF ITS SERVICES. THE COMMITTEE HAS THE POWER TO REMOVE AND REPLACE AN INDEPENDENT FIDUCIARY FOR CAUSE. THE INDEPENDENT FIDUCIARY IS AUTHORIZED AS FOLLOWS FOR THE RESPECTIVE SECURITIES: 1. EXERCISE DIRECTLY OR ON BEHALF OF THE TRUST, OR DIRECT THE TRUSTEE TO EXERCISE AS APPROPRIATE, ALL OF THE TRUST'S LEGAL AND CONTRACTUAL AUTHORITY AND RESPONSIBILITY AS OWNER OF THE NOTES, THE SHARES, AND ANY FUTURE SECURITIES (AS APPLICABLE) (HEREIN COLLECTIVELY REFERRED TO AS "AUTO SECURITIES") ACQUIRED BY THE TRUST, INCLUDING: A. EXERCISING ALL RIGHTS OF THE TRUST OR VEBA HOLDCO IN ITS SOLE DISCRETION INCLUDING BUT NOT LIMITED TO INITIATION OR PARTICIPATION IN THE REGISTRATION OF ANY AUTO SECURITIES; EXERCISING ALL VOTING RIGHTS WITH RESPECT TO AUTO SECURITIES, AND NEGOTIATING AND ACCEPTING ANY AMENDMENTS TO THE TRANSACTION AGREEMENTS; B. ACCEPTING ANY CONTRIBUTION OF ADDITIONAL AUTO SECURITIES; C. VALUING THE AUTO SECURITIES; D. MAKING ANY DECISION TO SELL, LOAN, HYPOTHECATE, PLEDGE AS SECURITY FOR A LOAN, EXCHANGE, CONVERT OR OTHERWISE DISPOSE OF ALL OR ANY OF THE AUTO SECURITIES; E. COMPLYING WITH ANY CONDITIONS OR LIMITATIONS IN ANY FINAL PROHIBITED TRANSACTION EXEMPTION ("PTE") ISSUED BY THE DEPARTMENT OF LABOR; F. COMPLYING OR ASSISTING AUTO IN COMPLYING AS REQUIRED IN ANY TRANSACTION AGREEMENT, WITH ANY REGULATORY OR OTHER REQUIREMENTS, INCLUDING FILING OBLIGATIONS; G. INITIATING OR PARTICIPATING IN ANY CLAIM OR SUIT AGAINST A PARTY TO ANY OF THE TRANSACTION AGREEMENTS ARISING OUT OF BREACH, OR RELATED TO THE ISSUANCE AND OWNERSHIP OF, THE AUTO SECURITIES; H. THE INDEPENDENT FIDUCIARY MAY ALSO SELECT AND CONTRACT ON BEHALF OF THE TRUST WITH SUCH AUDITORS, APPRAISERS, ACTUARIES, INVESTMENT ADVISORS, BROKERS, DEALERS AND UNDERWRITERS, AND OUTSIDE LEGAL COUNSEL AS THE INDEPENDENT FIDUCIARY DEEMS APPROPRIATE TO ASSIST THE INDEPENDENT FIDUCIARY IN THE PERFORMANCE OF ITS DUTIES. 2. ADVISE THE COMMITTEE WITH RESPECT TO THE MANNER IN WHICH AUTO SECURITIES SHOULD BE REFLECTED OR INCORPORATED INTO THE FUNDING POLICY TO BE ADOPTED BY THE COMMITTEE. 3. REPORT AT LEAST ONCE A YEAR TO THE COMMITTEE AS A WHOLE, AND PERIODICALLY REPORT AS NECESSARY TO THE INVESTMENT COMMITTEE. PART X COMMON STOCK-GM: AS OF DECEMBER 31, 2014 AND 2013, THE PLAN HOLDS 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING A 8.8% OWNERSHIP INTEREST. THE PLAN HAS THE RIGHT, UNDER THE DIRECTION OF THE INDEPENDENT FIDUCIARY, TO REQUIRE GM, IN CERTAIN CIRCUMSTANCES, TO FILE REGISTRATION STATEMENTS UNDER THE SECURITIES ACT COVERING ADDITIONAL RESALES OF GM'S COMMON STOCK AND THE RIGHT TO PARTICIPATE IN OTHER REGISTERED OFFERINGS MADE BY GM IN CERTAIN CIRCUMSTANCES. THE FAIR VALUE OF THE GM COMMON STOCK WAS VALUED AT $4,893 MILLION AND $5,728 MILLION AS OF DECEMBER 31, 2014, AND DECEMBER 31, 2013, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $34.91 AND $40.87 PER SHARE, RESPECTIVELY GM PREFERRED STOCK: ON DECEMBER 31, 2014, GM REDEEMED THE REMAINING 140 MILLION SHARES OF GM PREFERRED STOCK AT THE REDEMPTION PRICE OF $25 PER SHARE RESULTING IN A REALIZED GAIN OF $286 MILLION. MEMBERSHIP INTERESTS IN CHRYSLER GROUP: ON JANUARY 1, 2014, FIAT NORTH AMERICA ENTERED INTO AN EQUITY PURCHASE AGREEMENT WITH THE TRUST, TO ACQUIRE ALL OF THE TRUST'S EQUITY MEMBERSHIP INTERESTS IN CHRYSLER GROUP LLC, REPRESENTING 41.5% OF CHRYSLER GROUP. THE TRANSACTION CLOSED IN JANUARY 2014. THE GAIN ON THE SALE OF MEMBERSHIP INTERESTS WAS $3.3 BILLION. CONCURRENT WITH THE SALE OF THE MEMBERSHIP INTEREST, LIFE-TO-DATE UNREALIZED GAINS OF $3.3 BILLION WAS REVERSED IN 2014 RESULTING IN ZERO NET GAINS RECOGNIZED IN THE STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DURING 2014. AS OF DECEMBER 31, 2013, MEMBERSHIP INTERESTS OWNED BY THE 13 HOLDING COMPANIES REPRESENT A COMBINED 41.46% EQUITY INTEREST IN CHRYSLER GROUP, COMPRISED OF 676,924 CLASS A INDIRECT MEMBERSHIP INTERESTS, WITH AN ESTIMATED FAIR VALUE OF $4,313 MILLION. THE FAIR VALUE AT DECEMBER 31, 2013, WAS DETERMINED BASED ON THE SALE PRICE OF THE MEMBER INTEREST WHICH TOOK PLACE ON JANUARY 21, 2014, AS AGREED TO IN THE EQUITY PURCHASE AGREEMENT. THE TERMS TO THE EQUITY PURCHASE AGREEMENT WAS AGREED TO ON DECEMBER 31, 2013, AND ANNOUNCED THE FOLLOWING DAY. PURSUANT TO THE EQUITY PURCHASE AGREEMENT THE PLAN AGREED TO SELL THE SHARES TO FIAT FOR CASH CONSIDERATION OF $3.65 BILLION PLUS ADDITIONAL CASH CONTRIBUTIONS FROM CHRYSLER OF $700 MILLION PAYABLE IN FOUR INSTALLMENTS OF $175 MILLION. THE INITIAL PAYMENT OF $175 MILLION UNDER AGREEMENT WAS RECEIVED ON JANUARY 21, 2014, AND ADDITIONAL PAYMENTS OF $175 MILLION EACH WILL BE RECEIVABLE ON THE NEXT THREE ANNIVERSARIES OF THE INITIAL PAYMENT. SINCE THE PAYMENTS ARE PAYABLE OVER TIME THE FUTURE PAYMENTS WERE DISCOUNTED TO THE PRESENT VALUE USING DISCOUNT RATES REFLECTING THE CREDIT RISK OF CHRYSLER. THE TERMS OF THE EQUITY PURCHASE AGREEMENT PROVIDE A VALUATION FOR THE SHARES THAT SATISFIES THE REQUIREMENTS OF "A CASH PRICE WHICH COULD HAVE BEEN AGREED TO FOR THESE SECURITIES AS OF THAT DATE BETWEEN A WILLING SELLER AND A WILLING BUYER, NEITHER OF WHOM WAS UNDER ANY COMPULSION TO CONSUMMATE A TRANSACTION." THEREFORE, THE PLAN CONSIDERS THE SALE PRICE TO APPROXIMATE FAIR VALUE. THE FAIR VALUE AT DECEMBER 31, 2013, WAS DETERMINED BASED ON AN INDEPENDENT APPRAISAL, WHICH CONSIDERED VARIOUS METHODOLOGIES, INCLUDING AN ANALYSIS OF THE PUBLIC MARKET VALUATION OF CERTAIN COMPANIES DEEMED REASONABLY COMPARABLE TO THE CHRYSLER GROUP; A DISCOUNTED CASH-FLOW ANALYSIS BASED ON THE FINANCIAL PROJECTIONS CONTAINED IN THE 2011 CHRYSLER GROUP BUSINESS PLANS; AND, AN ANALYSIS OF THE TRANSFER RESTRICTIONS APPLICABLE TO THE MEMBERSHIP INTERESTS AND THEIR LIKELY IMPACT ON THE VALUATION. CHRYSLER INSTALLMENT NOTE ("NOTE"): THE FAIR VALUE OF THE NOTE, AT DECEMBER 31, 2013, OF $4,962 MILLION WAS THE TRANSACTION PRICE ON THE SETTLEMENT OF THE NOTE IN FEBRUARY 2014, WHICH WAS BASED ON THE PRESENT VALUE AT A RATE OF 9%, AGREED UPON IN THE ESTABLISHMENT OF THE NOTE AT THE INCEPTION OF THE PLAN, ON JANUARY 1, 2010. UAW RETIREE MEDICAL BENEFITS TRUST SUBORDINATE TRUST - 400 HOWARD STRE SAN FRANCISCO CA 94105 306265747 GRANTOR TRUST MI 12632861 504702929 UAW RETIREE MEDICAL BENEFITS TRUST THE NORTHERN TRUST COMPANY PO BOX 804358 CHICAGO IL 60680 906208791 GRANTOR TRUST MI -4711495 147525410 UAW RETIREE MEDICAL BENEFITS TRUST OAKTREE TBMR STRATEGIC CREDIT LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 800946063 INVESTMENTS CA 7948278 0 UAW RETIREE MEDICAL BENEFITS TRUST WELLINGTON - GLOBAL MANAGED RISK PLUS II 280 CONGRESS STREET BOSTON MA 02210 463079916 LIQUID ASSET PARTNER MA 54290911 518424536 UAW RETIREE MEDICAL BENEFITS TRUST ALPINVEST A2 INVESTMENT FUND LP 630 FIFTH AVENUE 28TH FLOOR NEW YORK NY 10111 462426430 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 18545341 133376938 0 529015 0 0.98230 ALPINVEST A2 INVESTMENT FUND II LP 630 FIFTH AVENUE 28TH FLOOR NEW YORK NY 10111 471663811 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 232092 899966 0 1488 0 0.98880 AQR MULTI-STRATEGY FUND VI LP 2 GREENWICH PLAZA 3RD FLOOR GREENWICH CT 06830 320412569 LIQUID ASSET PARTNER DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 75441535 808799204 0 0 0.99990 AMERRA AGRI MULTI STRATEGY FUND LP 1185 AVENUE OF THE AMERICAS 17TH FL NEW YORK NY 10036 465521889 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 7064761 192142717 0 60310 0 0.99630 BLACK RIVER AGRICULTURE FUND 21 9320 EXCELSIOR BOULEVARD MS 143-5-2 HOPKINS MN 55343 472022335 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED -2752 6853192 0 0 0.99990 CONTRARIAN CAP - VEBA LONG TERM (CCM PENSION C LLC) 411 WEST PUTNAM AVENUE SUITE 425 GREENWICH CT 06830 263705558 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 23531769 60875218 0 84591 0 0.94230 HARBOURVEST REAL ASSETS-ENERGY FUND LP ONE FINANCIAL CENTER 44TH FLOOR BOSTON MA 02111 463402278 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST UNRELATED 17504979 196661008 0 21466882 0 0.99920 INVESCO INSTITUTIONAL TRUST GLOBAL ASSET ALLOCATION STRATEGY FUND 20 TRAFALGAR SQUARE SUITE 449 NASHUA NH 03063 463402278 LIQUID ASSET PARTNER DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 73315528 829143887 0 0 0.99990 OAKTREE-TBMR STRATEGIC CREDIT FUND G LLC 333 SOUTH GRAND AVE 28TH FL LOS ANGELES CA 90071 800946063 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 8856542 152809207 0 0 0.99800 OAKTREE-TBMR STRATEGIC CREDIT FUND F LLC 333 SOUTH GRAND AVE 28TH FL LOS ANGELES CA 90071 800946063 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 5959084 98052658 0 0 0.99800 OAKTREE-TBMR STRATEGIC CREDIT FUND C LLC 333 SOUTH GRAND AVE 28TH FL LOS ANGELES CA 90071 800946063 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 1973362 36313510 0 0 0.99800 Z CAPITAL SPECIAL SITUATIONS FUND II LP TWO CONWAY PARK 150 FIELD DRIVE SUI LAKE FOREST IL 60565 455524193 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 438139 0 76110 0 Z CAPITAL SPECIAL SITUATIONS FUND II-B LP TWO CONWAY PARK 150 FIELD DRIVE SUI LAKE FOREST IL 60565 455179518 PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED 3036364 50756399 0 285340 0 0.86110 CORE OFFICE CO-INVESTMENT TRUST 2800 POST OAK BLVD SUITE 4800 HOUSTON TX 77056 201092763 RENTAL REAL ESTATE TX UAW RETIREE MEDICAL BENEFITS TRUST C -9783 1674284 1.00000 1 UAW VEBA HOLDCO CH-00 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270266892 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-01 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270266892 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-02 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267005 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-03 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267044 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-04 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267079 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-05 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267225 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-06 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267268 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-07 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267295 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-08 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267453 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-09 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267494 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-10 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267527 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-11 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267573 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 UAW VEBA HOLDCO CH-12 LLC 1000 CHRYSLER DRIVE CIMS 485-12-30 AUBURN HILLS MI 48326 270267593 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 1 ALTERNIA PREMIA INC (GAM) 12 ST JAMES PLACE LONDON UK SW1A 1NX LIQUI ASSET PARTNER VI UAW RETIREE MEDICAL BENEFITS TRUST C 5240405 773384238 0.99990 1 COLLER INT'L PARTNERS VI FEEDER FUND E LP TRAFALGAR COURT LES BANQUES ST PE CHANNEL ISLANDS CJ GY1 3QL PRIVATE EQUITY CJ UAW RETIREE MEDICAL BENEFITS TRUST C 153781069 0.99990 1 LAE (LANCASTER) BPI FUND LTD PO BOX 309 UGLAND HOUSE GRAND CAYMAN CJ KY1-1104 HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST C 387529 185864621 1.00000 1 RMBT UK-G CORP LIMITED 20 CHURCHILL PLACE CANARY WHARF LONDON UK E14 5HJ REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST C 5168619 27179069 1.00000 1 RMBT UK-F CORP LIMITED 20 CHURCHILL PLACE CANARY WHARF LONDON UK E14 5HJ REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST C 3823309 20104242 1.00000 1 RMBT UK-C CORP LIMITED 20 CHURCHILL PLACE CANARY WHARF LONDON UK E14 5HJ REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST C 2336327 12284756 1.00000 1 A & Q ABSOLUTE STRATEGIES II LTD (UBS GLOBAL ASSET MGT) PO BOX 897 REGATTA OFFICE PARK WE GEORGETOWN GRAND CAYMAN CJ KY1-1103 HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST C 247 522846516 1.00000 1 FINANCIAL RISK MANAGEMENT DIVERSIFIED FUND LTD (FRM) 190 ELGIN AVENUE GEORGETOWN GRAND CAYMAN CJ KY1-9005 HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST C 575 3246308 1.00000 1 GOLDMAN SACHS MULTI STRATEGY PORTFOLIO II LTD 190 ELGIN AVENUE GEORGETOWN GRAND CAYMAN CJ KY1-9005 HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST C 1198 742351404 0.99000 1 UPSTREAM INSTITUTIONAL LTD (UPSTREAM PARTNERS) 800 WESTCHESTER AVENUE S-528 RYE BROOK CJ 10573 HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST C 1235696 1 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 ALPINVEST A2 INVESTMENT FUND LP B 29454837 FMV ALPINVEST A2 INVESTMENT FUND LP S 32139938 FMV ALPINVEST A2 INVESTMENT FUND II LP B 1344994 FMV AQR MULTI-STRATEGY FUND VI LP B 730001851 FMV AQR MULTI-STRATEGY FUND VI LP S 79000 FMV AMERRA AGRI MULTI-STRATEGY FUND LP B 192422732 FMV AMERRA AGRI MULTI-STRATEGY FUND LP S 5590149 FMV BLACK RIVER AGRICULTURE FUND 21 B 10048205 FMV HARBOURVEST REAL ASSETS-ENERGY FUND LP B 120031251 FMV HARBOURVEST REAL ASSETS-ENERGY FUND LP S 53139664 FMV INVESCO INSTITUTIONAL TRUST GLOBAL ASSET ALLOCATION STRATEGY FUND B 775000000 FMV OAKTREE-TBMR STRATEGIC CREDIT FUND G LLC B 139647893 FMV OAKTREE-TBMR STRATEGIC CREDIT FUND F LLC B 94415208 FMV OAKTREE-TBMR STRATEGIC CREDIT FUND C LLC B 32601847 FMV WELLINGTON - GLOBAL MANAGED RISK PLUS II B 220014085 FMV WELLINGTON - GLOBAL MANAGED RISK PLUS II S 5014085 FMV Z CAPITAL SPECIAL SITUATIONS FUND II-B LP B 38214878 FMV Z CAPITAL SPECIAL SITUATIONS FUND II-B LP S 873544 FMV Z CAPITAL SPECIAL SITUATIONS FUND II LP B 640790 FMV Z CAPITAL SPECIAL SITUATIONS FUND II LP S 16105601 FMV ALTERNIA PREMIA INC (GAM) A 4397164 FMV ALTERNIA PREMIA INC (GAM) B 225000000 FMV COLLER INT'L PARTNERS VI FEEDER FUND E LP B 34884560 FMV COLLER INT'L PARTNERS VI FEEDER FUND E LP S 40151099 FMV LAE (LANCASTER) BPI FUND LTD A 58164 FMV LAE (LANCASTER) BPI FUND LTD B 200000000 FMV LAE (LANCASTER) BPI FUND LTD F 329365 FMV A & Q ABSOLUTE STRATEGIES II LTD (UBS GLOBAL ASSET MGT) S 26468325 FMV FINANCIAL RISK MANAGEMENT DIVERSIFIED FUND LTD (FRM) S 1021730 FMV GOLDMAN SACHS MULTI STRATEGY PORTFOLIO II LTD S 31592714 FMV UPSTREAM INSTITUTIONAL LTD (UPSTREAM PARTNERS) S 1071290 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - GM B 32252375 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - GM S 217051 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - FD B 23857921 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - FD S 160559 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - CH B 14579841 FMV AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - CH S 98119 FMV